Conveyed Interests Sample Clauses

Conveyed Interests. (a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Rice Water Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Rice Water Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound.
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Conveyed Interests. (a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Vantage Midstream Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Vantage Midstream Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound.
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Conveyed Interests. SM’s Affiliates are not owners of assets which relate to or are used or held for use in connection with the Properties and which, were they owned by SM, would be considered Conveyed Interests under this Agreement.
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Conveyed Interests. The Conveyed Interests are 75% of the equity of V-Tech based upon SFMT-China Inc.'s contributions to the Registered Capital of V-Tech in accordance with the Joint Venture Contract with SSTIC and any and all rights or obligations of such equity ownership of V-Tech. Additionally, the Conveyed Interests are the rights and obligations of SFMT-China, Inc. under the Conditional Loan Discharge Contract dated April 12, 1995 between SFMT-China, Inc. and SSTIC. Schedule 3.3(c) Articles of Association of Shanghai V-Tech Telecommunications & Engineering Limited Liability Company dated April 12, 1995. Joint Venture Contract dated April 12, 1995 by and between SSTIC and SFMT-China, Inc. Project Cooperation Contract dated April 12, 1995 between V-Tech and SSTIC. Technical Support and Consulting Services Contract dated April 12, 1995 between V-Tech and SSTIC. Delegated Loan Contract dated April 12, 1995 among V-Tech, The Industrial & Commercial Bank of Shanghai Trust & Investment Corp. and SSTIC. Conditional Loan Discharge Contract dated April 12, 1995 between SFMT-China and SSTIC. Engineering Services Contract dated October 16, 1994 between V-Tech and SVC. The transfer of the Conveyed Interest is subject to the approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China ("MOFTEC") and the subsequent issuance by MOFTEC of a new Approval Certificate and the approval of the relevant branch of the State Administration for Industry and Commerce to change company registration. Schedule 3.7 Litigation Shanghai V-Tech Telecommunications Systems Co. Ltd. (PRC) v. Gilat Satellite Networks Ltd. (Israel), ICC International Court of Arbitration Case No. 9916CK. Schedule 3.8(vi) On or about August 6, 1998 V-Tech made a loan to SVC for working capital in the amount of approximately 1,000,000 RMB (approximately US$120,000). Schedule 4.3(a) As of August 9, 1998, AmTec and United International Holdings, Inc. have entered into a binding letter of intent (the "Agreement") to combine their telecommunications business in China. Pursuant to the agreement, AmTec will purchase 100% of the stock of UIH-Hunan from UIH Asia-Pacific Communications, Inc. ("UAP") in consideration for shares of AmTec's preferred stock valued at approximately $12 million and convertible into approximately 9.6 million shares of AmTec common stock (subject to certain antidilution provisions to be negotiated). The Agreement also grants to UAP an option to purchase additional shares ...
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Conveyed Interests. The Parties agree that Section 2.1(a)(i) of the Acquisition Agreement shall be replaced with the following:
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Related to Conveyed Interests

  • Assigned Interest[s] Assignor[s](5) Assignee[s](6) Aggregate Amount of Commitment for all Lenders(7) Amount of Commitment Assigned Percentage Assigned of Commitment(8) CUSIP Number $ $ % $ $ % $ $ %

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Conveyance of the Receivables and the Other Conveyed Property (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

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